UCC Document Community

Glad you got it sorted! Filing rejections are so frustrating especially when you're under deadline pressure.

This is such a common issue! I've run into similar problems with state filing systems being overly sensitive to formatting. The entity type dropdown confusion is especially frustrating - you'd think "LLC" and "Limited Liability Company" would be treated the same way, but these systems can be surprisingly literal. Thanks for sharing the solution, this will definitely help others who run into the same problem. It's always the little details that trip us up!

UPDATE: We ended up checking the exact entity name with the Secretary of State (it was 'ABC Manufacturing LLC' - no periods) and filed one UCC-1 with attached comprehensive schedule. The integration rule was totally irrelevant to the perfection analysis. Thanks for all the help - this thread probably saved our deal.

Great to see this resolved! As someone new to UCC filings, this thread really clarified the distinction between contract integration rules and UCC perfection requirements. The key takeaway seems to be that the UCC-1 filing needs to meet Article 9 standards independently - correct debtor name from official state records and adequate collateral description - regardless of how many underlying documents exist. The integration rule applies to contract formation, not security interest perfection. Will definitely remember to verify debtor names against Secretary of State records before filing. Thanks everyone for the detailed explanations!

UPDATE: Thanks everyone for the advice. I ended up using Certana.ai to verify all the documents and found even more issues than I originally thought - several debtor name mismatches and one collateral description that was way too vague. But at least now I have a clear picture of what needs to be fixed. Filed the first batch of UCC-3 assignments yesterday and will be working through the continuations this week. Expensive lesson but better than losing millions in collateral coverage.

This thread has been incredibly helpful - I'm dealing with a similar situation where we purchased a portfolio of equipment loans and discovered the previous servicer never filed UCC-3 assignments when they took over from the original lender. Reading through everyone's experiences here, it sounds like the key is to act fast and file the missing assignments ASAP. I'm curious though - for those who've been through this, how do you typically handle the situation when some of the underlying loan documents don't clearly specify the collateral serial numbers? Some of our UCC-1 filings just say "all equipment" but the loan agreements have more specific descriptions. Should I file amendments to match the loan docs or stick with the broader UCC language?

Bottom line is the 9-102 comments are helpful background but they're not binding on filing offices. Each SOS can interpret "reasonably identifies" however they want within reason. Best bet is to be more specific than you think you need to be.

I've been dealing with this exact same frustration lately. What helped me was creating a hybrid approach - I kept the broad categories like "equipment" and "inventory" but added specific examples that match the debtor's actual business. So instead of just "equipment," I'd write "equipment including but not limited to manufacturing machinery, computer systems, and office furniture." It gives the SOS the specificity they seem to want while maintaining broad coverage. Also worth double-checking that your collateral description mirrors the language in your security agreement - inconsistencies between docs seem to be a common rejection trigger these days.

UPDATE: Ended up using a document review service to make sure everything aligned properly before filing. Found several inconsistencies between our security agreement and proposed UCC-1 that could have caused problems. Filed the UCC-3 amendment and continuation together and the lender accepted it. Thanks everyone for the advice!

This is a great example of why proper document coordination is so critical in multifamily financing. I've seen deals fall apart at the last minute because of UCC filing issues. One thing I'd add for anyone reading this - when you're dealing with a property that has both residential and commercial components (like ground floor retail in a multifamily building), make sure your collateral description addresses both income streams separately. The rental income from residential units might be treated differently than commercial lease payments for UCC purposes. Also, if you have any equipment leases (like the laundry machines), those lease agreements themselves can be collateral separate from the equipment and revenue. Worth double-checking that your security agreement covers all the different types of personal property and income streams you actually have.